Aéroport de Paris - 2018 Registration document

APPENDIX 2

ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND PROVISIONSOF THE ARTICLES OF ASSOCIATION

MATERIAL CONTRACTS

INFORMATION FROM THIRD PARTIES, EXPERT STATEMENTS AND STATEMENTS OF INTEREST

DOCUMENTS AVAILABLE TO THE PUBLIC

INFORMATION ON ACQUISITIONS

APPENDIX 1

APPENDIX 3

shares in the Company with respect to the amount of attendance fees granted. Unless he holds them at the time of taking office, he must use his directors’ fees at the time of their acquisition. This recommendation cannot be applied within the Company for the following members who are exempted from owning Company shares: ◆ directors appointed by the French State and directors representing the interests of the French State and appointed by the General Meeting of Shareholders, in application of Order no. 2014-948 of 20 August 2014; ◆ directors elected by the employees in application of Article 21 of Law no. 83-675 of 26 July 1983 on the democratisation of the public sector. They do not receive attendance fees. Lastly, the two directors representing Royal Schiphol Group, in application of the shareholder agreement which appoints them, passed on 1 December 2008 between N.V. Luchthaven Schiphol (Schiphol Group) and the French Republic in the presence of Aéroports de Paris, do not personally hold a significant number of shares in the Company given that Schiphol Group holds 8% of the share capital of Aéroports de Paris and receives the attendance fees. Obligation for executive officers to hold shares (Chapter 22 of the AFEP-MEDEF Code) In its meeting of 15 July 2014, the Board of Directors decided not to set any threshold for retaining shares to the extent that: ◆ executive officers do not benefit from any share options or performance shares; ◆ the Chairman and CEO waived his right to attendance fees from Aéroports de Paris and its companies; ◆ compensation is governed by Decree no. 2012-915 of 16 July 2012 on the French State’s control over the compensation of directors of public companies. The commitment of executive officers is not connected to interests that they may hold in the company. They act in the company’s best interest, whatever the number of shares held personally. 2.9 Special rules governing shareholder participation in the General Meeting of Shareholders The mode of operation and the main powers of the general meeting of shareholders of Aéroports de Paris, as well as shareholder rights and how to exercise those rights, are described in Articles 20 and 21 of the company’s articles of association. These Articles of Association, as amended by the Combined General Meeting of 11 May 2017, are available at www.parisaeroport.fr. Since 3 April 2016, pursuant to article L. 225-123 of the French Commercial Code, fully freed-up shares which have been registered for at least two years in the name of the same shareholder, automatically enjoy double voting rights.

appointed as a Director or in which an Executive Officer of the Company holds or has held a Directorship within the last five years 1 ; ◆ a customer, supplier, corporate or investment 2 banker or adviser: ◆ of significant importance to the Company or its group, or ◆ which derives a significant part of its activity from the Company or its group. Appraisal of the significant nature or otherwise of the relationship maintained with the Company or its group is debated by the Board and the quantitative and qualitative criteria having led to said appraisal (continuity, economic dependence, exclusivity, etc.) are explained in the report on corporate governance: ◆ has no close family ties with a Company Officer; ◆ has not acted as Statutory Auditor to the Business during the last five years; ◆ has not been a Director of the company for more than twelve years. The status of independent director ends after twelve years; ◆ directors representing the major shareholders of the company or of the parent company can be considered as independent, provided said shareholders do not participate in controlling the company. However, above a threshold of 10% in capital or voting rights, the Board, following a report from the nominations committee, systematically checks on the independent status by considering the composition of the company’s capital and the existence of a potential conflict of interests. Meetings of the Board of Directors and committee meetings (Chapter 10 of the AFEP-MEDEF Code) At the latest external assessment reported in the Board of Directors’ meeting on 19 October 2016, the directors highlighted freedom of speech and the quality of discussions useful to general management. This opinion was confirmed by the internal assessment reported on 12 December 2018. They therefore see no added value in implementing a meeting without the attendance of the executive officers. Director terms of office (Chapter 13 of the AFEP-MEDEF Code) The mandate for Aéroports de Paris directors exceeds the duration of four years set out in the AFEP-MEDEF Code. In application of Article 7 of Decree no. 83-1160 of 26 December 1983 on the implementation of Law no. 83-675 of 26 July 1983 on the democratisation of the public sector, the term of office of members of the Board of Directors of Aéroports de Paris elected on 20 May 2014 by the employees and appointed by the General Meeting of Shareholders on 15 May 2014, was set at five years. For consistency, the General Meeting of Shareholders, on proposal by the Board of Directors, also set the mandate of directors at five years. Director shareholding (Chapter 19 of the AFEP-MEDEF Code) The charter for the members of the Board of Directors, as shown in the appendix to the rules of procedure for the Board of Directors, stipulates, in line with the AFEP-MEDEF Code, that directors appointed by the General Meeting of Shareholders must personally own a significant number of

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1 Thus, Mr X, an Executive Officer in company A, may not be considered independent as regards company B if: - company B is a Director of company A, either directly or via a subsidiary (indirectly); or company B has nominated an employee as a Director of A; or - if an executive officer of B is a director of company A (or has been within the last five years). 2 Or is directly or indirectly linked to these individuals.

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AÉROPORTS DE PARIS ® REGISTRATION DOCUMENT 2018